Insperity Announces Preliminary Results of Dutch Auction Tender Offer
Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America's best businesses, today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on Dec. 21, 2012.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, 80,983 shares of common stock, including 34,100 shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn, all of which were tendered at a price at or below $31.00. Based on these preliminary results, we expect to purchase 80,983 shares at a price of $31.00 per share for a total cost of $2.5 million, excluding fees and expenses relating to the tender offer.
The number of shares to be purchased in the tender offer and the price per share are preliminary. The determination of the final number of shares to be purchased is subject to confirmation by the depositary of the proper delivery of the shares properly tendered and not withdrawn. The actual number of outstanding shares properly tendered and not withdrawn, the number of shares to be purchased in the tender offer, the final price per share for shares purchased in the tender offer and the number of shares of our common stock that will be outstanding after payment for the tendered shares will be announced promptly following the completion of the confirmation process. Payment for the shares accepted for purchase will occur promptly thereafter. Payment for shares will be made in cash, without interest. We will fund the purchase of the shares in the tender offer from cash on hand.
As noted in the Offer to Purchase, we may purchase additional shares in the future in the open market subject to market conditions. We may also purchase shares in private transactions, tender offers or otherwise. However, under applicable securities laws, we may not repurchase any shares until after Jan. 8, 2013. Any possible future purchases by us will depend on many factors, including the market price of the shares, the results of the tender offer, our business and financial position and general economic and market conditions.
Georgeson Inc. serves as information agent for the tender offer. The dealer manager for the tender offer is Robert W. Baird & Co. Incorporated. Questions and requests for assistance may be directed to the information agent at (800) 509-0917 (toll free) or the dealer manager at (414) 298-7382.
Insperity, a trusted advisor to America's best businesses for more than 26 years, provides an array of human resources and business solutions designed to help improve business performance. InsperityTM Business Performance Advisors offer the most comprehensive suite of products and services available in the marketplace. Insperity delivers administrative relief, better benefits, reduced liabilities and a systematic way to improve productivity through its premier Workforce OptimizationTM solution. Additional company offerings include Human Capital Management, Payroll Services, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Financial Services, Expense Management, Retirement Services and Insurance Services. Insperity business performance solutions support more than 100,000 businesses with over 2 million employees. With 2011 revenues of $2 billion, Insperity operates in 56 offices throughout the United States. For more information, visit http://www.insperity.com.
Information on Forward Looking Statements
Certain statements in this news release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include assumptions, expectations, predictions, intentions or beliefs about future events, including the completion of the offer. Although Insperity believes that such statements are based on reasonable assumptions, no assurance can be given that such statements will prove to have been correct. A number of factors could cause actual results to vary materially from those expressed or implied in any forward-looking statements. More information about the risks and uncertainties relating to Insperity and the forward-looking statements are found in Insperity's SEC filings, including its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2011 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and Sept. 30, 2012, which is available free of charge on the SEC's web site at http://www.sec.gov. Insperity expressly disclaims any obligation to update any forward-looking statements contained in this news release to reflect events or circumstances that may arise after the date of this release, except as otherwise required by applicable law.
Investor Relations Contact:
Douglas S. Sharp, 281-348-3232
Senior Vice President of Finance,
Chief Financial Officer and Treasurer
News Media Contact:
Jason Cutbirth, 281-312-3085
Senior Vice President of Marketing